Magna Terra Announces Initial Closing of Non-Brokered Private Placement
MAGNA TERRA ANNOUNCES INITIAL CLOSING OF NON-BROKERED PRIVATE
PLACEMENT
Toronto, Ontario – October 5, 2023 – Magna Terra Minerals Inc. (the “Company” or “Magna Terra”) (TSX-V: MTT)
is pleased to announce that it has completed a first closing of its non -brokered private placement (see press release
dated September 22, 2023) of gross proceeds totalling $244,769.
The full private placement of gross proceeds up to $600,000 (the “Offering”) will consist of a n issuance of common
shares of the Company at a price of $0.03 per share for a total issuance of up to 20 ,000,000 common shares.
The gross proceeds of the Offering will be used to incur expenditures on the Company’s properties. Below is a
summary of the major categories applied to the gross proceeds as required by the policies of the TSX Venture
Exchange, in addition to working capital requirements:
• 25% - Geophysical surveys;
• 15% - Geological and geochemical surveys;
• 13% - Mineral Resource update;
• Not more than 10% - Investor relations and strategic advisory work; and,
• The balance will be applied to working capital, finder’s fees, and other project expenses.
In this initial closing, the Company has issued 8,158,980 shares at a price of $0.03 per share. Insiders of the Company
participated in the first closing by acquiring an aggregate of 7,008,980 common shares for aggregate proceeds of
$210,269. More specifically, (i) Signal Gold Inc. has subscribed for 2,542,313 common shares at a price of $0.03 per
common share; (ii) Lew Lawrick, the Chief Executive Officer and a director of the Company, has subscribed for
2,800,000 common shares at a price of $0.03 per common share; and (iii) Bill Francis, the Chief Financial Officer of
the Company, has subscribed for 1,666,667 common shares at a price of $0.03 per common share.
Immediately after the closing of the Offering, and assuming the completion of a maximum Offering, (i) Signal Gold
Inc. shall hold, directly and indirectly, 15,035,795 common shares of the Company (representing 16.3% of the
outstanding common shares of the Company) ; (ii) Mr. Lawrick shall hold, directly and indirectly, or exercise control
over 10,286,309 common shares (representing 11.2% of the outstanding common shares of the Company), 1,300,000
common share purchase warrants and 1,071,429 stock options of the Company; and (iii) Mr. Francis shall hold ,
directly and indirectly, or exercise control over 2,206,667 common shares (representing 2.4% of the outstanding
common shares of the Company) , 250,000 common share purchase warrants and 600,000 stock options of the
Company.
Mr. Lawrick , a director of the Company, has disclosed his interest to the Board of the Directors of the Company
pursuant to Section 120 of the Canada Business Corporations Act to the effect that he may participate in the private
placement and subscribe to the common shares . The terms of the Offering and the agreements relating thereto were
submitted to and unanimously approved by way of a resolution adopted by all the directors of the Company other than
Mr. Lawrick. Mr. Lawrick did not vote on the resolution to approve the private placement and the agreements relating
thereto. The remaining directors determined that the private placement was in the best interest of the Company.
Each of the insiders is considered a “related party” and an “insider” of the Company for the purposes of applicable
securities laws and stock exchange rules. The subscription and issuance of common shares to each of the i nsiders
constitute a related party transaction, but is exempt from the formal valuation and minority approval requirements of
Multilateral Instrument 61 -101 - Protection of Minority Security Holders in Special Transactions (“ MI 61-101”) as
(i) the Company’s securities are not listed on any stock exchange identified in Section 5.7(b) of MI 61-101; (ii) neither
the fair market value of the common shares to be distributed in the Offering nor the consideration to be received by
the Company for the common shares, insofar as insider participation is concerned, exceeds $2,500,000; and (iii) the
Company has received the approval of the Offering from at least two- thirds of its independent directors in respect of
the Offering.
In connection with the Private Placement, the Company may pay finder’ s fees in cash or securities or a combination
of both, as permitted by the policies of the TSX Venture Exchange. All securities issued pursuant to the Private
Placement will be subject to a regulatory four month and one day hold period. It is anticipated that a second and final
closing will occur on or before October 25, 2023. The Private Placement is subject to approval by the TSX Venture
Exchange.
Payments for Exploration Option Agreements
Under the amended terms of the Marigold option agreement, the Company can earn a 100% interest in the Marigold
Property (Cape Spencer Project) by paying the Optionor a total of $175,000 in cash and/or consideration shares and
1,075,000 common shares of the Company, over a five-year period ending August 15, 2025 (refer to the press release
dated September 27, 2023). The Company has issued 1,075,000 common shares of the Company to settle the third
anniversary payment.
Under the amended t erms of the Armstrong option agreement, the Company can earn a 100% interest in the Armstrong
Property (Cape Spencer Project) by paying the Optionor a total of $55,000 in cash and/or consideration shares and
1,300,000 common shares of the Company, over a three -year period (refer to the press release dated September 27,
2023). The Company has issued 1,300,000 common shares of the Company and will pay $5,000 to settle the third
anniversary payment, which will complete the earn-in requirements of this option agreement.
Under the terms of the Cape Spencer option agreement, the Company can e arn a 100% interest in the Cape Spencer
Property by paying the Optionor a total of $350,000 in cash and/or consideration shares and $145,000 in milestone
payments based on certain exploration activities in cash or consideration shares, over a seven- year period ending
August 9, 2025 (refer to the press release dated September 15 , 2022). The Company has issued 250,000 common
shares of the Company and will pay $12,500 in cash to settle the fifth anniversary payment totalling $25,000.
The common shares issued under the above-mentioned agreements are subject to a regulatory four month and one day
hold period from their date of issuance.
About Magna Terra
Magna Terra Minerals Inc. is a precious metals focused exploration company, headquartered in Toronto, Canada.
Magna Terra owns two district scale, resource stage gold exploration projects in the top -tier mining jurisdictions of
New Brunswick and Newfoundland and Labrador. Further, the Company maintains a significant exploration portfolio
in the province of Santa Cruz, Argentina which includes its precious metals discovery on its Luna Roja Project, as
well as an extensive portfolio of district scale drill ready projects available for option or joint venture.
Forward Looking Statements
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward Looking Information
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of
any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of
the securities in the United States of America. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold
within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933
Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration
requirements is available.
This news release includes certain forward -looking statements concerning the use of proceeds of the Offering, the
future performance of our business, its operations and its financial performance and condition, as well as
management's objectives, strategies, beliefs and intentions. Forward- looking statements are frequently identified by
such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future
events and results. Forward-looking statements are based on the current opinions and expectations of management.
All forward -looking information is inherently uncertain and subject to a variety of assumptions, risks and
uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity prices,
competitive risks and the availability of financing, as described in more detail in our recent securities filings available
at www.sedarplus.ca. Actual events or results may differ materially from those projected in the forward -looking
statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these
forward-looking statements except as required by applicable law.
FOR FURTHER INFORMATION PLEASE CONTACT:
Magna Terra Minerals Inc.
Lewis Lawrick
President and CEO, Director
647-478-5307
Email: [email protected]
Website: www.magnaterraminerals.com